Teagasc Standard Terms and Conditions of Business
Please note these may be amended from time to time at the sole discretion of Teagasc and it shall be your responsibility to regularly review the applicable terms and conditions.
1. Our Services
1.1 Teagasc is the Agriculture and Food Development Authority. Teagasc is the national body providing integrated research, advisory and training services to the agriculture and food industry and rural communities.
2.1 These terms and conditions (Terms) along with a valid purchase order issued by Teagasc (Purchase Order) shall form the contract for the supply by you (the Supplier) of goods (Goods) and services (Services) stipulated in the Purchase Order (the Contract) unless an authorised person in Teagasc has notified the Supplier in writing that alternative terms apply in which case any of those alternative terms that conflict with these Terms will have precedence.
2.2 These Terms apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing. Any Supplier’s terms and conditions shall not modify the terms of the Contract unless such modifications have been brought to the attention of, and accepted in writing, by an authorised officer of Teagasc.
2.3 For the avoidance of doubt, no Contract exists unless and until a valid Purchase Order (in the form authorised and approved by Teagasc) is placed by Teagasc and accepted by the Supplier.
2.4 The headings to conditions in these Terms shall not affect their interpretation. If any part of any conditions shall be held to be unenforceable to any extent, the remainder of the Terms shall nevertheless remain in full force and effect.
2.5 The failure of Teagasc to enforce any of the Terms shall not be construed as a waiver of its rights hereunder of any of these Terms.
2.6 Teagasc’s common law and statutory rights are expressly reserved.
2.7 In performing its obligations under the Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
3. Delivery and Packaging
3.1 If the Goods delivered or the Services provided fail to comply in any way with the provisions of the Purchase Order or these Terms, whether by reason of quality, quantity or any other matter, Teagasc may without prejudice to any other rights, and at the Supplier’s risk and expense, return the Goods or any of them, in which case a full refund of all payments must be made by the Supplier. Alternatively, Teagasc may require immediate delivery of Goods or performance of Services which are in accordance with the Contract or require the immediate repair or remedy of any defects in the Goods or deficiency in the Services at the Supplier’s expense or may purchase equivalent substitute Goods or Services elsewhere and recover from the Supplier any costs incurred by Teagasc in obtaining such substitute Goods or Services or may refuse to accept any further deliveries of Goods or performance of any further Services with no liability and additionally Teagasc shall have the right to claim compensation for all its resulting costs and expenses whether or not any prior payment has been made in respect of the same.
3.2 These Terms shall apply to any repaired or replacement Goods or Services supplied by the Supplier.
3.3 The Supplier shall comply with all health and safety legislation and safety precautions, which are necessary for the handling of the Goods. The Goods shall be securely packed and marked in a proper manner and in accordance with Teagasc’s instructions and any statutory requirements. The Supplier shall observe the requirements of Irish and applicable international agreements relating to packaging, labels and carriage of hazardous Goods and ensure that all necessary information, hazard data sheets or other legal requirements are attended to in relation to such Goods.
3.4 All consignments must be delivered on the correct date to the proper location as stated on the Purchase Order and any other form of delivery may be rejected. Delivery shall, in many cases, be required to a precise location and delivery to a reception area or ground floor may be considered unacceptable. Suppliers shall seek guidance from Teagasc in relation to suitable delivery points.
3.5 The Supplier shall not deliver the Goods or Services in instalments without Teagasc's prior written consent.
3.6 Time shall be of the essence in relation to delivery of Goods and performance of Services and failure to deliver on agreed date gives Teagasc the right without prejudice to cancel the applicable Purchase Order.
3.7 Delivery shall be at the Supplier’s cost and risk and in accordance with the Purchase Order.
3.8 Supplier must obtain a legible authorised signature as proof of delivery.
4.1 Invoices must be forwarded individually via e-mail in PDF format to firstname.lastname@example.org .
4.2 Invoices must be numbered and quote a valid Purchase Order number. Invoices not quoting a valid Purchase Order number will not be processed or paid and the Supplier will be asked to re-submit quoting said number.
4.3 Unless otherwise stated in the Purchase Order, and providing that all documentation is correct and complete, invoices will be paid within thirty days of receipt under the terms of the Prompt Payment of Accounts Act 1997 and subsequent amendments (as deemed appropriate by Teagasc).
4.4 The price specified on the Purchase Order shall remain fixed and no increase will be accepted by Teagasc unless otherwise agreed in writing before the execution of the Purchase Order. Value Added Tax and all other taxes, levies, and other charges shall be shown separately on all quotations and invoices. If not so shown, all tax, levies, duties and other charges of every kind will be deemed to be incorporated into the stated figure.
4.5 Teagasc shall pay the Supplier in accordance with the Supplier’s prices and rates as referred to in the Purchase Order.
4.6 The Supplier shall notify Teagasc of, and pass on to Teagasc, any cost savings to the Supplier resulting from reduction of raw material costs or process charges.
4.7 Teagasc may set off against any monies due, or to become due, to the Supplier any other monies due from the Supplier to Teagasc on any account, howsoever arising.
4.8 Where purchase of Goods and Services exceed €10,000 (including VAT) on a rolling 12 month basis, an electronic Tax Clearance cert via Revenue On-Line Service (ROS) for domestic Suppliers or a valid paper copy tax clearance certificate for foreign Suppliers must be provided by the Supplier before payments can be effected.
4.9 Under the Finance Act, 2011 and subsequent amendments Teagasc is obliged to deduct Relevant Contract Tax (RCT) from all payments to contractors where instructed to do so by Revenue On-Line Service (ROS)
4.10 Under the Taxes Consolidation Act, 1997 Teagasc is obliged to deduct Professional Services Withholding Tax (PSWT) from all relevant payments for professional services.
5. Warranty of Goods & Services
5.1 The implied terms as to merchantability, fitness for purpose, compliance with samples etc. as contained in existing Sale of Goods and Services legislation shall automatically be incorporated as conditions into the Contract so as to ensure inter alia that all Goods shall be of merchantable quality, fit for their required purpose, be free of any defect in material or workmanship or of any encumbrance, be in accordance with Teagasc’s written specification (if any) and with any sample or description and be in accordance with harmonised European standards or, if none, the applicable Irish Standards Specifications and Codes of Practice. The Supplier shall perform the Services in accordance with the Purchase Order and with the best care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade and shall use personnel who are suitably skilled and experienced to perform tasks assigned to them to ensure that the Supplier's obligations are fulfilled in accordance with the Contract.
5.2 The Supplier warrants that it has all necessary powers and approvals to enter into this Contract. In particular, it warrants that no Goods or Services will infringe any patent, trademark or other intellectual property of any third party and if it should do so, the Supplier will fully indemnify Teagasc against all costs and losses arising therefrom.
5.3 The Supplier shall, where necessary, supply and fit free of charge within the warranty period any spare parts. The Supplier shall furthermore ensure that proper and compatible electronic or mechanical spare parts necessary to effect repairs are available for a period of not less than six years from the date of delivery (in the absence of any other period being specified by Teagasc).
5.4 The Supplier warrants that all the necessary permits or licences required for the supply of the Goods and Services have been obtained.
5.5 The Goods and Services shall conform in all respect with the requirements of any statutes, orders, regulations, standards or bye-laws from time to time in force.
5.6 In respect of any work or Services on a Teagasc site or any other property upon which the Supplier performs the Services, or the provision of Goods under the Contract, the following conditions shall apply:
a) The Supplier shall ensure that all employees, subcontractors and other persons associated with the Supplier adhere in every respect to obligations imposed by current Irish health and safety legislation and with any regulations or reasonable requirements of Teagasc in respect to conduct of persons on Teagasc premises and that any such person shall be competent for the task assigned and be properly instructed.
b) The Supplier and its servants, agents or contractors must be covered by a suitable employer’s liability insurance policy and it will be the Supplier’s responsibility to ensure such insurance is in force.
c) The Supplier’s activities shall be covered at all times by a suitable public liability insurance policy and it will be the Supplier’s responsibility to ensure such insurance is in force.
d) The Supplier shall maintain product liability insurance to cover the liabilities that may arise under or in connection with the Contract.
e) The insurance cover referred to in (b), (c) and (d) above will be in a form acceptable to Teagasc and the level of cover and other terms of insurance shall be acceptable to and agreed to by Teagasc. The Supplier shall on request provide to Teagasc copies of such insurance policies and evidence that the relevant premiums have been paid.
6. Property and Risk
6.1 Property and Risk in the Goods shall, without prejudice to any of the rights or remedies of Teagasc, pass to Teagasc at the time of delivery.
7.1 The Supplier shall keep confidential and not disclose, and shall ensure that its employees keep confidential and do not disclose, any information of a confidential nature obtained by him/her by reason of this Purchase Order except information which is in the public domain otherwise than by reason of a breach of this provision.
7.2 The provisions of section 7 shall apply during the continuance of this Purchase Order and after its termination howsoever arising.
8. Intellectual Property
8.1 Teagasc will own all rights, title and interest in any and all intellectual property rights created in the performance or otherwise arising from the Contract, and the Supplier will execute any assignments or other documents needed for Teagasc to perfect such rights, provided that, for research collaboration pursuant to subcontracts under sponsored research agreements administered by Teagasc, intellectual property rights will be governed by the terms of the grant or contract to Teagasc to the extent that such grant or contract requires intellectual property terms to apply to subcontractors, including, where applicable, the Supplier.
9. Transfer and Sub-contracting
9.1 The Supplier shall not subcontract any of its obligations under this Contract (other than the delivery of Goods) without having obtained Teagasc’s prior written approval. Any such approval shall not be deemed to create a contractual relationship between Teagasc and the Subcontractor and if Teagasc consents to any sub-contracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its sub-contractors as if they were its own.
9.2 No sub-contracting shall in any way relieve the Supplier of any of his/her responsibilities under a Purchase Order.
9.3 Any such transfer not in accordance with this clause 9 shall be null and void.
10.1 Without prejudice to any rights or remedies of Teagasc, the Supplier shall at all times hold harmless and keep indemnified Teagasc, its employees and agents from and against any and all claims, proceedings, judgements, costs (including legal fees) and losses (including but not limited to direct, indirect or consequential losses, loss of profit and/or loss of reputation) wherever made, or incurred in respect of damage to property and/or injury, or death of persons arising directly or indirectly out of any actual or alleged defect in design, materials and/or workmanship, or the failure to provide adequate, complete and proper warnings and instructions in respect of the Goods, or resulting from any acts or omissions of the Supplier in relation to the supply of the Goods and/or Services.
10.2 The undertaking and above indemnity shall apply whether the claim proceeding or judgement is grounded on breach of warranty, negligence, strict liability or any other ground.
10.3 Any Supplier providing Services, or delivering Goods, on or to Teagasc's premises shall accept full responsibility for all damage to persons or property caused by its errors, actions, and inactions (including those of its employees, agents, servants and sub-contractors) and must have the benefit of adequate insurance therefore, and provide evidence thereof to Teagasc on request.
11. Progress and Inspection
11.1 The Supplier shall, whenever requested by Teagasc and it is appropriate to do so, provide any programs of manufacture and delivery and thereafter it shall be the duty of the Supplier to notify Teagasc without delay and in writing if its progress falls behind or is likely to fall behind on any such program.
11.2 The Supplier shall permit Teagasc to make any inspections or tests it may reasonably require and the Supplier shall afford all reasonable facilities and assistance free of charge at the Supplier’s premises or any other premises where the Goods are located prior to delivery to Teagasc. No failure to make complaint at the time of such inspection or tests and no approval given during or after such tests shall constitute a waiver by Teagasc of any rights or remedies in respect of the Goods.
11.3 Teagasc may, by written notice to the Supplier, reject any of the Goods which fail to meet the required specification or which are defective in any way. Rejected materials will be the responsibility of the Supplier as soon as the rejection is notified to the Supplier. Teagasc reserves the right to dispose of any rejected material after a period of 4 weeks following notification of rejection.
11.4 Any Goods returned to the Supplier shall be returned at the Supplier’s risk and expense.
12.1 Teagasc may terminate the Contact in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier will discontinue all work upon the Contract.
12.2 Without limiting its other rights and remedies, Teagasc may terminate the Contract with immediate effect by giving written notice to the Supplier if:
12.3 Teagasc may terminate a Contract for Services by giving the Supplier one months' written notice.
(a) the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
(b) the Supplier takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a received appointed to any of its assets or ceasing to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Supplier suspends, or threatens to suspend, or ceases or threatens to cease, to carry on all or a substantial piece of its business; or
(d) the Supplier's financial position deteriorates to such an extent that in Teagasc's opinion the Supplier's capability to fulfil its obligations under the Contract has been placed in jeopardy.
13. Force Majeure
13.1 If, through no fault of a party, its performance has been offended, or delayed by force majeure, such party shall be at no liability to the other providing the performances are recommenced as soon as possible after such force majeure has ceased to operate.
13.2 If however, force majeure causes a delay or failure in performance for a period longer than fourteen days and such delay may reasonably be anticipated to continue, then either party may terminate a Contract forthwith.
13.3 Force majeure shall mean an occurrence beyond the control and without the fault or negligence of the party affected in which it is unable to prevent or provide against by the exercise of reasonable diligence including but not limited to acts of God or the public enemy, expropriation or confiscation of facilities, government intervention, war, hostilities, rebellion, terrorist activities, local or national emergency, sabotage or riots, floods, or unusually severe weather conditions which could not be reasonably anticipated, fires, explosions, or other catastrophe, national or district strikes or other concerted acts of workmen or other similar occurrences other than strikes or concerted acts of the Supplier’s workforce.
14. Applicable Law
14.1 This Contract shall be governed by and construed in accordance with the laws of Ireland and the Irish courts shall have exclusive jurisdiction.
15. Public Procurement
15.1 Nothing in this Agreement shall prevent Teagasc from complying with its obligations under public procurement legislation. If necessary the Agreement/ Contract may be abridged, modified, or amended without penalty to Teagasc so as to enable it comply with the said obligations.